| (1) |
A person must notify an affected company in the prescribed manner and form within three business days after that person— |
| (a) |
acquires a beneficial interest in sufficient securities of a class issued by that company such that, as a result of the acquisition, the person holds a beneficial interest in securities amounting to 5%, 10% , 15%, or any further whole multiple of 5%, of the issued securities of that class; or |
| (b) |
disposes of a beneficial interest in sufficient securities of a class issued by a company such that, as a result of the disposition, the person no longer holds a beneficial interest in securities amounting to a particular multiple of 5% of the issued securities of that class. |
[Section 122(1) substituted by section 60(a) of the General Laws (Anti-Money Laundering and Combating Terrorism Financing) Amendment Act, 2022 (Act No. 22 of 2022), GG47802, dated 29 December 2022 - effective 1 April 2023 per Proclamation Notice 109(b)(i), GG47805, dated 31 December 2022]
| (2) |
The requirements set out in subsection (1) apply to a person irrespective of whether— |
| (a) |
the person acquires or disposes of any securities— |
| (i) |
directly or indirectly; or |
| (ii) |
individually, or in concert with any other person or persons, or |
| (b) |
the stipulated percentage of issued securities is held by that person alone, or in aggregate by that person together with any— |
| (ii) |
person who has acted in concert with any other person. |
| (3) |
regulated company that has received a notice in terms of this section must— |
| (b) |
report the information to the holders of the relevant class of securities unless the notice concerned a disposition of less than 1% of the class of securities. |
| (3A) |
An affected company that has received a notice in terms of this section must file a record of that notice with the Commission, in the prescribed form and containing the prescribed information and within the prescribed period after having received that notice. |
[Section 122(3A) inserted by section 60(b) of the General Laws (Anti-Money Laundering and Combating Terrorism Financing) Amendment Act, 2022 (Act No. 22 of 2022), GG47802, dated 29 December 2022 - effective 1 April 2023 per Proclamation Notice 109(b)(i), GG47805, dated 31 December 2022]
| (4) |
For the purposes of this section— |
| (a) |
when determining the number of issued securities of a class, a person is entitled to rely on the most recently published statement by the company, unless that person knows or has reason to believe that the statement is inaccurate; and |
| (b) |
when determining the number of securities held by— |
| (i) |
a person or persons contemplated in subsection (1)— |
| (aa) |
to the extent that the person has the entire, or a partial or shared, beneficial interest in any securities, those interests must be aggregated, irrespective of the nature of the person’s interest; and |
| (bb) |
any securities that may be acquired by the person if they exercised any options, conversion privileges or similar rights, are to be included; and |
| (ii) |
any other person, any securities that may be acquired by that other person if they exercised any options, conversion privileges or similar rights, are to be excluded. |
(5) The prescribed requirements referred to in subsection (3A) must be prescribed after consultation with the Minister of Finance and the Financial Intelligence Centre, established by section 2 of the Financial Intelligence Centre Act, 2001 (Act No. 38 of 2001).
[Section 122(5) inserted by section 60(c) of the General Laws (Anti-Money Laundering and Combating Terrorism Financing) Amendment Act, 2022 (Act No. 22 of 2022), GG47802, dated 29 December 2022 - effective 1 April 2023 per Proclamation Notice 109(b)(i), GG47805, dated 31 December 2022]
(6) The Commission must maintain a register of the information contained in the notices contemplated in subsection (3A).
[Section 122(6) inserted by section 60(c) of the General Laws (Anti-Money Laundering and Combating Terrorism Financing) Amendment Act, 2022 (Act No. 22 of 2022), GG47802, dated 29 December 2022 - effective 1 April 2023 per Proclamation Notice 109(b)(i), GG47805, dated 31 December 2022]
Special Investigating Units and Special Tribunals Act, 1996
